New Securities Market Law and Investment Services

On March 9th 2023, the Congress approved the new Securities Market and Investment Services Law (pending publication in the Boletín Oficial del Estado), which repeals Royal Legislative Decree 4/2015, of 23 October, approving the Consolidated Text of the Securities Market Law.

With this regulation, the Spanish securities market aims to adapt, among other issues, to new technological trends and digitalization through better transparency and agility mechanisms, more regulation and protection of financial instruments used by investors, and facilitating the listing of companies. In addition, this new law transposes the content of the Directive 2021/1338 Quick Fix and Directive 2014/65/CE “MiFid II” related to capital markets and financial services, in order to achieve a better coordination among the European countries.

The new Law will have effects on other regulations, such as the Capital Companies Act, in which a new chapter will be added to Title XIV, which should provide protection mechanisms for investors in listed companies, due to the regulation, for the first time in our country, of the so-called SPACs (Special Purpose Acquisition Company), more commonly known as special purpose acquisition companies. These companies have a special characteristic, they have the possibility of going public without the need to specify its corporate activity, as their sole objective is to raise capital to buy another company.

With regard to delisting takeover bids, the CNMV may waive the obligation to make a takeover bid if the securities or financial instruments being traded have already been delisted by a body similar to the CNMV in a Member State. This requires that the securities of the company concerned are listed on other trading venues within the EU. On the other hand, the rules concerning mandatory and delisting PTBs will be extended to companies listed on Multilateral Trading Facilities (MTFs), more specifically, companies listed on BME Growth.

Finally, the regulation provides for the creation of National Financial Advisory Firms, which may be set up by either natural or legal persons and which must operate exclusively in Spain. They will have to be members of the Investment Guarantee Fund (FOGAIN), but will be subject to more lax requirements as regards to their incorporation (e.g. share capital) and operation, and will not be considered as investment services firms. All these issues will be subject to regulation.

It is clear that Spain is becoming one of the most attractive countries in terms of investment and development, which is why the Government, with this regulation, and with those already recently approved focused on emerging companies and digital nomads, wants to attract as many business opportunities as possible. 

Although it must continue to study the tax measures imposed on companies, solve the bureaucratic problems in the renewable energy sector or the possibility of our listed companies having a presence on Wall Street without having to move to other EU countries (as in the case of Ferrovial), we have sufficient and more than acceptable potential to attract the main multinationals and entrepreneurs who wish to develop their activities in our territory.